Prey
by Amazon.Thisbe
Summary: Buffy spends one night of passion in the arms of Angel; waking she finds a demon now wears the face of her lover. Reunited with his childer Angelus sets out to lay waste to the Scooby Gang. He has sinister plans in store one of them prominently featuring the shy redhead who has hidden in the Slayer's shadow for far to long. *WARNING* Dark themes blood play, torture etc


**Chapter 1**

Panting the slayer leaned against the door to Angel's apartment. She could hear him moving in the darkness turning on a lamp. Blinking as the darkness was suddenly dispelled the blonde moved curiously further into the room. Buffy shivered from the chill that soaked into her bones.

"You're shaking like a leaf." Her miserable state was obvious to the vampire.

Crossing her arms across her chest she responded, "cold".

"Let me get you some things", Angel walked over to his dresser searching for something dry and suitable for the teen. "Put these on. Get under the covers, just to warm up" ,he instructed handing her a shirt and sweats much to large for her slight frame. Ever the gentleman he turned giving Buffy a semblance of privacy.

Removing her sodden top she winced in pain inhaling sharply in pain.

Concern lanced through him. "What", he inquired.

"Oh, um… It's okay. I just have a cut or something." Buffy absently replied her thoughts on the implications of being topless in one's 200ish vampire boyfriend's bedroom.

Fighting the urge to turn around the vampire clenched his hands at his side. "Can I… Lemme see."

Buffy sat nervously on Angel's bed clutching her shirt to her chest. Praying the vampire could not see her breasts through her bra. Which had grown sheer from the downpour raging outside."Okay", she voiced quiet acquiescence.

Angel moved across the room to his bed. Careful not to startle the girl he eased down onto the bed behind her. He could feel the young Slayer tense under his touch as he examined the wound on her shoulder. "It's all ready closed. You're fine."

Buffy leans back into his touch. She sighed as he wrapped his arms around her. "You almost went away today."

"We both did."

Tears fill the slayer's blue eyes. "Angel…", she sobbed. "I feel like I lost you…" Her voice cracked as she continued. "You're right, though. We can't be sure of anything."

Nuzzling her bare neck he whispered, "Shhh… I…"

Buffy twisted in his arms. Her tear stained face evidence of her pain at the thought of losing him. "You what?"

"I love you. I try not to, but I can't stop." Though as he spoke those words he could feel his demon stirring.

There in the dark oubliette of his soul Angelus bayed. The Slayer was the very antithesis of his baser nature. There was an innocent a girl so pure she sparked the demon's interest, but it was not the blonde in his arms. It was the shy red head who dwelt in her shadow.

"Me… Me too. I can't either." Buffy revealed embolden by his confession. She captured his lips in a passionate kiss. Well manicured hands gripped his shoulders pulling him closer.

Angel breaks off the kiss then pulls away from the girl's embrace. "Buffy, maybe we shouldn't -", he protested.

"Don't. Just kiss me." She pleaded needing the touch of her love.

Ignoring the storm raging inside of him between soul and demon he threaded his hands through her hair. Slowly pulling Buffy in for a kiss he let her feel the depth of his passion.

The slayer moaned a willing victim under his onslaught. Modesty forgotten she allowed her shirt to fall from her breasts.

His hands traveled down her neck across her collarbone then behind her back. The vampire's deft fingers made quick work of the hooks on Buffy's bra. Hungry brown eyes tracked the descent of the transparent lilac lace.

Not one to be an idle bystander in any situation the inexperienced teen helped the vampire off with his shirt. The slayer's hands fumbling with the buttons in her haste. She found herself enjoying the way his lowered body temperature made her nipples pebble sensitively against his chest.

It had been sometime since the souled vampire had the pleasure of a woman in his bed; a way of punishing the demon which lurked beneath the surface whispering of dark delights.

The mouth at her breast nipped playfully, while a deft hand slipped between her parted thighs to find her warm wet center. Clutching his shoulders back arching off the bed Buffy found herself a slave to sensation. She moaned in protest as he caressed her though her panties. Fingers never slipping inside he teased her clit through cloth barrier.

"Please… no more. I need you." Buffy rasped her voice breathy in his ear.

Slowly he pulled her skirt down taking the time to appreciate her strong supple legs. She lifted her hips eagerly as he slipped off the silky scrap of material that covered her womanhood.

Driven by her desperate need the slayer stripped the last remnants of Angel's clothes from his body. Taking his hard member into her hand she guided him to her center.

The demon who dwell within him grew silent as each powerful stroke within the slayer's tight sheath weaken the bonds that held him at bay.

Buffy came splintering apart in his strong loving arms, as he came deep with her womb.

He felt complete he had finally given into his desire for the petite blonde. The baying demon had grown silent for the first time since his imprisonment. He felt like a man again.

Her eyes grew heavy and her sight grew dim. The day's events finally settled on her pulling her down into exhaustion.

Angelus crowed in delight as the bonds which held him at bay crumbled like old crumbling stone walls. Gasping in pain he rose from his bed, and struggled back into his pants and fled the apartment fear gripping him.

In a derelict factory at the edge of town Drusilla cried out in pain. Stumbling back from the onslaught of her vision she fought to remain upright.

"Dru", Spike inquired turning his attention from The Judge.

She moaned as her weakened body collapsed to the dirty concrete beneath her.

Concern etched on his features her childe wheeled to her side. He pushed the dark curls from her face his voice gentle. "Darling do you see something?"

Giggling with excitement she took Spike's hand into her own. Placing their linked hands over her unbeating heart she whispered one word, "Angel".

A blonde hooker who had been working the streets stood in the shelter of the alley smoking. She moved forward in concern as a dark haired man stumbled out falling into the grime of the pavement.

Internally the demon cackled with glee as the soul fled leaving him the only consciousness in control of the body. He smiled despite the pain of the soul dissipating.

"Are you ok", the woman asked moving closer to the fallen vampire.

Standing on shaking legs he addressed the woman. "It's okay the pain it's gone now." He grabbed the unsuspecting woman his demonic face coming to the surface.

Dropping her cigarette in surprise she found herself to startled to make a sound.

With glee he sank his fangs deep into the soft flesh of her exposed neck. He drank deeply for the first time in decades. Angelus drank until the woman was was at the brink of death then let her fall from her arms.

Licking the blood from his mouth he found his thoughts turning to the girl in his bed. "Sleep easy while you can Slayer", Angelus whispered into the dark empty night.

"Soon as it gets dark, I want you patrolling the streets. Two men on the door plus two down in the bloody tunnels at all times. Is that clear? I don't want any more surprises." Spike instructed his minions firmly. He dismissed them with a wave.

Rolling over to the table where Drusilla lay he asked, "are we feeling better then".

Giggling the vampire never took her eyes off the ceiling. "I'm naming all the stars."

Sighing he calmly informed her. "Can't see the stars, luv. That's the ceiling. Also, it's day."

She giggled her eyes remaining fixed on ceiling. "I can see them. But I've named them all the same name, and there's terrible confusion. I fear there may be a duel."

"Recovered, then, have we", he asked voice laced with worry for his sire. "Did you see any further? Do you know what happens to Angel?"

"Well, he moves to New York and tries to fulfill that Broadway dream. It's tough sledding, but one day he's working in the chorus when the big star twists her ankle!" The elder vampire steps forward from the shadows as he speaks. His smile cold and mocking.

"Angel", Spike murmured in disbelief. Did he have a death wish returning to face Big Blue, so soon after his first disastrous run in with the demon?

Picking up a pack of cigarettes up from a crate Angelus pilfered one. "Still having trouble guarding your perimeter, boy. Your guys downstairs are gonna wake up sore."

Spike wheeled closer to his grandsire. "You don't give up, do you?"

"As long as there is injustice in this world… As long a scum like you is walking or well rolling the streets, I'll be around. Look over your shoulder. I'll be there." Angelus did his best to channel the soul's mannerisms for his mocking speech.

The bleach blond vampire smirked, "yeah, uh, Angel… Look over your shoulder".

His eyes widen in fear as he notices the Judge standing right behind him. A strong hand reaches out and settles on his chest. The vampire begins to shake, while his childe watched wide-eyed. His wayward grandchilde looked on in glee.

"Hurts, doesn't it" the younger vampire asked with glee.

Tossing a bored look over his shoulder Angelus answered his smart ass question. "Well, you know, it kind of itches a little."

The Judge looks at him in consternation. He pressed his hand more firmly against the vampire's chest.

"Don't just stand there, burn him!" Spike demanded tired of the verbal sparring.

Angelus watched as the Judge looked from his hand to his soulless brown eyes. "I cannot burn this one. He is clean."

"Clean? You mean he's -", Spike was cut off by the demon.

"There is no humanity in him." Removing his hand he walked away tired of the vampires squabble.

His childe rose from the table moving to his side. "Angelus…?"

"Yeah baby. I'm back." He assured her taking a drag off his cigarette.

Spike and Drusilla stare in wonder at their patriarch. Finally his grandchilde spoke, "is it really true?"

Flicking his butt away he turned to Spike. "It's really true."

"You've come home!" Drusilla sang happily.

He eyed the elder vampire closely. "No more of this 'I've got a soul crap'?"

"What can I say? I was going through a phase." His heart swelled with pride at seeing his progeny had survived without him.

Spinning around wildly voices whispering of dark delights soon to come the insane vampire swooned. "Everything in my head is singing. We're a family again. We'll feed, and we'll play…"

"I gotta tell you, it made me sick to my stomach seeing you being the Slayer's lapdog-" Angelus grabbed his throat bringing his face close; then kisses his forehead. Spike was relieved when he was released the elder vampire's moods were mercurial.

Always craving attention Drusilla sat on her childe's lap before addressing her sire. "We're going to destroy the world. Do you want to come?"

"Yeah, destroying the world… great. I'm really more interested in the Slayer." He replied disinterestedly.

Excited at the thought of massive carnage Spike made a off handed comment. "Well, she's in the world, so it should work out."

"Give me tonight", he demanded.

Eyeing his elder curiously Spike asked, "what do you mean".

"Lay low for a night. Let me work on her. I guarantee by the time you go public, she won't be anything resembling a threat." Angelus promised gravely malice written plainly across his handsome visage .

Spike weighed his options start world destruction tonight or twist the knife deep into the Slayers heart. "You've really got a yen to hurt this girl, haven't you?"

When the elder vampire spoke his ire was evident. "She made me feel like a human being. That's not the kind of thing you just forgive."

"What do you say, Dru? Do we let him play?" He asked his Sire, as Angelus himself should have. Drusilla was dangerous in her own right, but was often overlooked due to her madness.

"Yes… there's going to be a river of blood…" She trailed off lost in visions which teased at the edge of her shattered mind. A girl lay broken in Drusilla's arms reaching up to brush at her tear stained cheeks. "Poor little poppet broken…", the madwoman mumbled forgetting the men who eyed her closely.

Ignoring her ramblings Angelus ran his hand down her lace covered arm. "Be just like old times."

Spike's smile slightly drain; his thoughts turning to the years of Darla's abandonment. All to often Angelus' eye would turn back to the woman he drove beyond the edge of sanity with his obsession and twisted desire to posses her. Even if he wasn't wheelchair bound challenging his grandsire would be a foolish endeavor.

Willow stood at the library counter trying to ignore that Xander who stood next to her was not reading as he pretended to be, but listening in on her call with Buffy.

"Have any of you heard from Angel?" The strain in the slayer's speech was evident over the line.

"Buffy, he probably has some plan and he's trying to protect you", she assured her friend.

"He has a plan? So, you've talked to him." Buffy anxiously responded.

"Well, I don't know what. I'm not in on the plan. It's his plan..." the supportive girl stammered.

"Oh god Willow what if he tried to face them on his own…", emotion cracked in the worried teen's voice.

"NO… No. Don't even say that. Angel is not dead." Willow stated strongly trying to keep Buffy calm.

"Say hi for me", Xander butt in.

Shooting him a scathing look she spoke into the phone. "Okay... Yeah, we'll be here." She affirmed before hanging up the phone.

Giving Xander a disapproving look Willow asked him in disbelief. "Say hi for me?"

Ignoring his best friend's jab at him he continued on. "What's the word?"

"She checked every place she could think of. She even beat up Willy the snitch a couple of times. Angel's vanished." She informed Xander as Giles joined them.

"He does do that on occasion, no?" Giles joined the conversation hoping to quell the teen's growing concern.

"Yeah, but she's extra wigged this time. I guess 'cause of her dreams. God, what if something did happen to him? While they may not have talked over mocha's he had saved her life a few times. Saving a girl's life kinda formed an unspoken bond in Willow's view.

Giles removed his glasses and began cleaning them on his hand kerchief, as he often did when he was nervous or in this case worried for his charge's emotional well being. "Is she going to join us here?"

"Yeah she's just got one more place to check before she shows." Willow affirmed grabbing a book hoping to find a solution to their Monster of the Week problem the Judge.

Xander closes his dusty tome and heads for the stacks; where Cordelia poured over an old text. Rifling through some shelve,s making sure the others weren't aware of his actions, he moved over to the cheerleader's side. "Anything?"

"This book mentions the Judge, but nothing useful. Big scary no weapon forged can stop him. Took an army to take him down. Blah. Blah. Blah." She closed her book with an audible thud.

Leaning back against the shelf he heaved a sigh. "We need some insight. A weak spot.

"Well, we're not gonna find it here", she tossed the book on an already impressive pile. Cordelia begins searching for a new one, as Xander moves closer.

"I'm sorry I snapped at you before", he lowly admitted.

Not bothering to spare him a glance she bit back. "Oh yeah, I'm reeling from that new experience."

Unfazed by her curtness he pressed on. "I was crazed. I wasn't thinking."

"You'd never die for me", Cordelia pouted.

"I might die from you, does that get me any points", Xander teased playfully… Intimacy laced in his voice.

Pretending to think it over she denied him. When he suggested they kiss and make up Cordelia dropped her book. "I don't wanna make up." Disappointed when he moved away she slipped a hand up his shirt. "But I'm okay with the other part."

Xander pulled the cheerleader into his arms. He never expected to find himself attracted to the malicious beauty, but here he stood hidden in the library stacks kissing her. "Isn't better when we're friends?" A startled gasp intruded on their private moment.

Eyes wide Willow stood in shock pain staining her cheeks. Tears pricked her eyes unbidden. The boy she had harbored feelings for these many years had just broken her heart with the one who made her life a living hell since grade school.

At the sight of her stricken face Xander stepped back guilty with no way out. "Willow! We were just…", his voice trailed off as Willow fled.

Giles look up from the volume he was reading as Willow strode back into sight followed closely by her male counter part. "Oh, Willow did you find the index to-" He was surprised the normally helpful teen blew by without acknowledging his question.

"Any luck with-" he tried asking as Xander strode past him following Willow out of the door.

"Well. Yes. Interesting children." He murmured unaffected by their actions he turns back to his volumes.

Willow was down the hall so close to the exit, she could see the sign's glowing letters.

Xander halts her with his words, "Willow, come on! I was gonna tell you…"

"Gee, what stopped you? Could it be shame?" The redhead cried out vision clouded by hot tears.

He took a step forward reaching a hand out to his stricken friend. "We were kissing. It doesn't mean that much."

Taking a few steps forward she opened the door pausing to turn back. "No. It just means you'd rather be with someone you hate, than be with me." She rushes out into the night uncaring that Xander stood reaching out for her.

************************************************************* Entering Angel's apartment she is drawn to the bed still in disarray from their lovemaking. She felt his presence as he stepped up behind her. Turning she embraced the vampire. "Oh God, I was so worried."

"Didn't mean to frighten you…", he stiffened in her arms her touch unwanted.

Concern lacing her voice she questioned him, "where did you go".

"Been around", shrugged off the blonde.

"I was freaking out. You just disappeared." The teen whispered not understanding his dismissal.

Moving to the dresser he searched for a shirt the one he wore from the night before reeked of the Slayer. "What, I took off."

"Well, you didn't even say anything. You just left." Confusion was evident in her voice.

Scoffing he replied, "yeah, like I really wanted to stick around after that."

Confusion clouded her mind. "I don't understand. Was I… Was it not good?" He began to laugh coldly it was like a punch to the gut.

Slipping into a clean shirt he turned back to her. "No, you were a pro. If I wanted to taste true virtue I should have seduced that little redhead you keep tucked safely at your side." Angelus crowed inside as the insult hit it's mark.

Gasping from the emotional blow Buffy question him further. "God Angel how can you say those things to me?"

He put a friendly hand on her should only to have her jerk away from his touch.

"Get away from me", she cried in pain.

"I should have know you wouldn't be able to handle it." He quips turning to leave.

"Angel… I love you", a last plea to the vampire who held her heart.

Casting a glance over his shoulder he winks at the devastated teen. "Love ya too." He turns to go, "I'll call ya."

The blonde to stunned to move sank down on the bed, and watched his retreating back.

Xander exiting the bathroom found Willow walking down the hall towards the library. "Will!"

"Hey", the she sullenly answered.

"Where did you go", the brunette asked.

"Home or partway home. Then I came back. Now I'm here." The hacker stammered.

Relief that she had returned if not to forgive him, but at least help the Gang find a way to bring the Judge to an end. "I'm glad you came back. We can't do this without you."

"Let's get this straight. I don't understand it. I don't want to understand it. You have gross emotional problems, and things are not okay between us, but what's happening right now is more important that that." Her words held a strong convection that the shy girl often didn't have the backbone to express.

Xander reached out to her, "Willow, I just-".

"NO", she cut him off quickly. "What about the Judge? Where do we stand?"

Hanging his head he replied, "on a pile of really boring books that all say exactly the same thing."

"Let me guess. No weapon forged…" Willow quoted the numerous texts on the demon.

Nodding he completed her sentence, "it took an army".

"Yeah, where's an army when you need one?" She desperately asked.

Xander stops a plan forming in his all to un-inventive mind. "Wow… wow. I think I'm having a thought. I am. I'm having a thought. Oh shit! And now I'm having a plan." The lights go out. "And now I'm having a wiggins."

"What's going on",the redhead asked uncomfortable in the sudden darkness.

"Lets get back to the library." He insisted cautiously.

Slipping behind the startled teens Angelus called out "Willow? Xander?"

They turn at the sound of his voice. Willow strained but could not see his face in the darkness. "Thank god you're okay! Have you seen Buffy?"

"Yeah", the vampire affirmed. 'What's up with the lights?"

"I don't know", Xander answered in a rush. "Listen, I think I might have an idea-"

Brushing him off he ignored the boy, "that doesn't matter now". "I've got something to show you."

"Show us", she echoed.

"Come here", he beckoned the shy girl. "And Xander get the others." Angelus tried to keep the impatient dismissive tone from his voice.

Xander spun on his heel to follow the vampire's instruction, but something tugged at the back of his mind.

"What is it, Angel?" She called out as she cautiously walked down the darken hallway to Angelus.

"It's amazing", he enticed the naturally curiously girl.

Xander heading back towards the safety of the library stops turns uncertain. Knowing something was amiss he hurried back to Willow's side.

When she was almost within his reach Jenny stepped from the shadows behind her. "Willow, get away from him."

"What", Willow asked in confusion turning to her teacher.

The older woman held a wooden cross in a steady hand. "Walk to me."

"Ms. Calendar, what are you doing? It's Angel."

With vampiric speed Angelus closes the distance between himself and his quarry. His demon face at the forefront he grabs Willow smirking at Jenny as he did so.

The double doors burst open Xander rushed in halting to a stop when he saw Angelus grab Willow. "Don't you do that…"

"Oh, I think I do that." He pulled her tight against his body. Closing his eyes Angelus inhaled the terrified teen's scent. Strawberries not cumber melon, which as apparently the scent of the 90's.

"Angel", a terrified Willow squeaked as he ground his erection into her ass.

"To bad we're not alone. I could just rip these tights, and bury myself deep within you." The vampire smiled as she weakly struggled in his vice like arms.

Jenny bravely took a step forward. "He's not Angel anymore. Are you?"

"Wrong teach. I am Angel. Angelus. At last." He affirmed to brave woman.

Xander made it to Ms. Calender's side realization dawning on him. "Oh my God…

"I've got a message for the Buffy", he spat the name like it was a bad taste in his mouth.

"Then give it to me yourself." Buffy stood strong steel in her voice. She refused to betray her hurt and confusion.

Angelus spun to face the teen who had crept silently up behind him. "Well, it's not really the kind of message you tell. It sort of involves finding the bodies of your all your friends." Willow's sharp intake of air in horror pleased him immensely.

"This can't be you…", she tried to deny the scene before her.

"Sadly we have already covered that subject." Angelus snidely informed her unaware Xander had taken the cross from Jenny, and was moving behind him taking advantage of his distracted state.

"Angel, there must be some part of you inside that remembers who you are." The blonde tried reaching out to the man who held her heart within his bruising grip.

"Dream on, schoolgirl. Your boyfriend is dead. You're all gonna join him." He promised darkly.

Buffy took a step forward demanding. "Just leave Willow alone. Deal with me."

He caressed Willow's cheek. "But she's so cute and helpless." Angel bit Willow's neck deeply enough to draw blood. The urge to taste the girl had grown overwhelming driving him to distraction. Raising his head Angelus hungrily licked the blood from his lips, her blood raced through him like fire. "She's really a turn on-".

Xander reaches around shoving the cross in Angelus' face. He roared, kicking the boy in the gut sending flying into the wall. He spun Willow around kissing her hard before shoving her into Buffy's arms. "Things are about to get very interesting." He backed out of the double doors keeping his eyes on the resourceful teens, as he made his exit.

Giles paced in front the table where the teens sat in shock. "And we're absolutely certain that Angel has reverted to his former self?"

Xander was quick to respond,"we're certain." "Anybody not feeling certain here?"

"Giles, it was just... You wouldn't have believed. He was so…" Willow stammered as her computer science teacher bandaged the wound at her throat.

"What are we gonna do", Cordelia asked breaking her silence.

Removing his glasses to rub his eyes he spoke without forethought. "I'm leaning toward blind panic, myself."

Buffy left her solitary perch on the stairs. "What I wanna know exactly what did he said to you, Willow?" She made her way over to the distressed redhead.

Strangely it was the self-absorbed cheerleader who spoke up. "The better question is what happened to your undead honey that made him return the dark side."

Buffy's shoulders sagged. "I should have known. I saw him at his apartment. He said things."

Replacing his glasses Giles sat on the edge of the table. "What things?"

"It's private", the Slayer reluctantly answered on her face unmasked vulnerability.

Jenny pressed her further, "but you didn't know he had turned bad".

Eager to turn the attention from both herself and her best friend Willow spoke up. "How did you", she asked addressing the woman at her side.

"What", Ms. Calendar responded taken back rising from the table.

"You knew. You told me to get away from him." She pressed the older woman.

Stuttering Jenny responded, "well, I saw his face-". She was grateful when Giles held up a silencing hand.

"Unfortunately we have a more eminent problem at hand the Judge must be stopped. We'll just have to deal with this distressing development after." The Watcher interjected.

Xander held up his hand. "Did I mention I have a plan?"


End file.
